EXHIBIT 10.3
RES-CARE, INC.
00000 XXXX XXXXXXX XXXX
XXXXXXXXXX, XXXXXXXX 00000
December 31, 2002
Xxxxxx X. Xxxxx
000 Xxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
RE: EMPLOYMENT AGREEMENT - AMENDMENTS
Dear Xxx,
This letter is in reference to that certain Employment Agreement
between Res-Care, Inc. and you ("Employment Agreement"). Any capitalized terms
not otherwise specifically defined in this letter agreement shall have the
meanings given to them in the Employment Agreement.
Pursuant to paragraph (b) of Section 3 of the Employment Agreement,
Employee is entitled to an increase in Base Salary as of September 15, 2003.
Company and Employee have agreed that in lieu of such increase in Base Salary,
effective April 23, 2003, the Company shall grant to Employee options to
purchase 3,632 shares of Company common stock, at an exercise price based upon
the closing sale price of Company common stock as reported on the Nasdaq
National Market on such date. Provided Employee is employed by the Company on
December 1, 2003, all of such options shall vest and be exercisable on December
1, 2003. Except as otherwise agreed in writing by the Company and you, provided
that the Employment Agreement or your employment thereunder is not terminated
for any reason, your Base Salary shall continue to be $332,935.20 during the
period September 15, 2003 through September 15, 2004.
Pursuant to paragraph (c) of Section 3 of the Employment Agreement,
Employee participates in a program providing for a Cash Bonus. Company and
Employee have agreed that the Company may elect to pay all or a portion of any
Cash Bonus earned by Employee for any period during the calendar year 2003 and
succeeding calendar years in cash and/or options to purchase shares of Company
common stock. In the event the Company elects to pay all or a portion of any
Cash Bonus so earned by Employee in options to purchase shares of Company common
stock, such options shall be issued on the date that the Cash Bonus so earned is
payable, at an exercise price based upon the closing sale price of Company
common stock as reported on the Nasdaq National Market on such date (or if such
date is not a trading date for the Company common stock, on the immediately
preceding trading date). All of such options shall vest and be exercisable on
the date of grant. Employee has agreed, in consideration for the agreements of
the Company in this letter and other good and valuable consideration, to waive
the Cash Bonus earned for calendar year 2002.
Xxxxxx X. Xxxxx
December 31, 2002
Page 2
The Executive Compensation Committee of the Company's Board of
Directors has proposed, and all of the members of the Company's Leadership Team
have collectively agreed, that the members of the Company's Leadership Team will
consent to the addition of a threshold to their respective bonuses for the
calendar year 2003 and all subsequent calendar years. In consideration for the
agreement by the other members of the Leadership Team to add such threshold to
their respective bonuses, and the sum of $10, the payment of which is tendered
to Employee herewith, the Company and Employee agree that Employee shall not
earn any Cash Bonus for any calendar year commencing with the calendar year 2003
unless the earnings of the Company and its subsidiaries on a consolidated basis,
determined in accordance with generally accepted accounting principles
consistently applied, for the respective calendar year equal or exceed ninety
percent (90%) of the earnings target for the respective calendar year as
established by the Company's Board of Directors at the beginning of such
calendar year.
Pursuant to the Company's vacation pay and/or paid time off plans,
Employee is entitled to accrue and utilize certain amounts of vacation pay
and/or paid time off. Employee agrees that during the period February 1, 2003
through June 30, 2003 (the "Suspension Period"), Employee shall not accrue any
amount of vacation pay and/or paid time off and shall not be paid for such time.
The amount of such vacation pay and/or paid time off that does not accrue by
reason of the immediately preceding sentence shall be hereinafter referred to as
the "Waived PTO." In addition, during the Suspension Period, the Employee shall
utilize at least forty (40) hours of previously accrued vacation pay and/or paid
time off (or if Employee has less than forty (40) hours of previously accrued
vacation pay and/or paid time off as of February 1, 2003, such lesser amount)
(the "Minimum Amount"). If and to the extent that Employee does not utilize the
Minimum Amount, it shall be forfeited and Employee shall not be paid for such
amount. In consideration for the agreements of Employee in this paragraph,
either:
[/s/ RGG] The Company shall, effective on March 28, 2003, grant to
Employee options to purchase 7,470 shares of Company common
stock, at an exercise price based upon the closing sale price
of Company common stock as reported on the Nasdaq National
Market on such date. All of such options shall vest and be
exercisable on March 28, 2003.
[ ] If the earnings of the Company and its subsidiaries on a
consolidated basis, determined in accordance with generally
accepted accounting principles consistently applied, for each
of the first, second and third quarters of the calendar year
2003 equal or exceed the respective earnings targets for each
of such quarters as established by the Company's Board of
Directors at its meeting on January 6, 2003, fifty percent
(50%) of the Waived PTO shall be restored to the Employee on
December 31, 2003 and the remaining fifty percent (50%) of the
Waived PTO shall be restored to the Employee on January 31,
2004. Such restored amounts shall be eligible for the
Company's PTO buy-back plan commencing on the respective dates
of restoration.
Xxxxxx X. Xxxxx
December 31, 2002
Page 3
Employee must make an election at the time of the Employee's execution
of this letter agreement as to which of alternatives above shall be applicable
to the Employee by initialing the box adjacent to the alternative selected. Such
election is irrevocable and may not be changed.
If the provisions of the preceding paragraph regarding the waiver and
forfeiture of the Employee's vacation pay and/or paid time off create a hardship
for Employee, not later than June 30, 2003, Employee may request review of such
hardship by the Hardship Committee described on Exhibit A attached hereto. Any
such request for hardship review shall be addressed to me.
All stock options granted as provided in this letter agreement shall be
granted pursuant to and, to the extent not expressly inconsistent herewith,
governed by the Stock Plan. The number of shares to be issued under such options
shall be adjusted in accordance with the terms of the Stock Plan for stock
splits, stock dividends, recapitalizations and the like. Any stock options that
shall not be vested at the effective date of termination of the Employee's
employment by the Company shall expire and any vested options shall expire in
accordance with the terms of the Stock Plan.
Except as otherwise provided herein, the Employment Agreement shall
remain unamended and in full force and effect. If the foregoing amendment to the
Employment Agreement is acceptable to you, please execute both originals of this
letter agreement, return both executed originals to me, and I will execute both
originals, add my initials adjacent to your initials above and return one
original to you. The provisions of this letter agreement are subject to approval
by the Executive Compensation Committee of the Company's Board of Directors.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
Chair, Executive Compensation Committee
Agreed to this __ day of May, 2003,
but effective as of December 31, 2002:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
